Terms of Service

Thank you for visiting the Episode Alert Web sites. Episode Alert recognizes that
it is important for individuals and businesses to be aware what the Terms of Service
are in the Episode Alert Web site.

If you have any questions concerning our Terms of Service, please
contact us at compliance@episodealert.com or at 1(800) 905-0698.

Terms and Conditions of Use

Please read the following Terms and Conditions relating to your use of our website
carefully. By using our Website, you agree to these Terms and Conditions
of Use ("Terms & Conditions"). We reserve the right, in our sole discretion,
to change, modify, or to add or remove portions of these Terms & Conditions
at any time.

You should check these Terms & Conditions periodically for changes. By using
this Website after we post any changes to these Terms & Conditions, you agree
to accept those changes, whether or not you have reviewed them. If you do not agree
to these Terms & Conditions, or you do not agree to these Terms & Conditions
after we have posted any changes, you should not use our Website.

1. Scope of Terms & Conditions

Unless we indicate otherwise, these Terms & Conditions apply to your use of
the website, episodealert.com which is owned or operated by Episode Alert, LLC.
(“EA” and collectively, "we," "us," or "our").

2. Terms & Conditions - In General

These Terms & Conditions are a binding contract between you and Episode Alert. By
using this Website, you agree to be legally bound and to abide by these Terms &
Conditions, just as if you had signed this contract. If at any time during your
use of our Website, you do not comply with these Terms & Conditions, we reserve
the right to terminate your access to this Website (or any part thereof). Any termination
of use of the Website shall be without right to refund of current billing period fee paid.
You must cancel your account at www.episodealert.com to terminate all future fee
payments. In our sole discretion and without prior notice or liability, we may discontinue,
modify or alter any aspect of the Website, including, but not limited to, (i) restricting
the time the Website is available, (ii) restricting the amount of use permitted
by you, and (iii) restricting or terminating any user's right to use the Website.
You agree that any termination or cancellation of your access to, or use of, the
Website may be effected without prior notice to you. The liability of EA for any
such termination will be without right to refund of current billing period fee paid. You
must cancel all future payments by canceling your account on www.episodealert.com.
If you do not abide by the provisions of these Terms & Conditions, except as we
may otherwise provide from time to time, you agree that we may immediately deactivate
or delete your user account and all related information and files in your user account
and/or bar any further access to such information and/or files, or our Website.
Further, you agree that we shall not be liable to you or any third-party for any
termination or cancellation of your access to, or use of, our Websites.

If at any time during your use of our Website, you do not comply with these Terms
& Conditions, we reserve the right to terminate your access to this Website
(or any part thereof). Should we terminate your access to this website for other
than failure of payment of the agreed fee, you will be without right to refund of
current billing period fee paid. You must cancel all future payments by canceling your
account on www.episodealert.com.

In our sole discretion and without prior notice or liability, we may discontinue,
modify or alter any aspect of the Website, including, but not limited to,

restricting the time the Website is available,

restricting the amount of use permitted by you, and

restricting or terminating any user's right to use the Website.

You agree that any termination or cancellation of your access to, or use of, the
Website may be effected without prior notice to you. The liability of EA for any
such termination shall be no refund of current billing period fee paid. You must cancel
your account at www.episodealert.com to terminate all future fee payments.

If you do not abide by the provisions of these Terms & Conditions, except as
we may otherwise provide from time to time, you agree that we may immediately deactivate
or delete your user account and all related information and files in your user account
and/or bar any further access to such information and/or files, or our Website.

Further, you agree that we shall not be liable to you or any third-party for any
termination or cancellation of your access to, or use of, our Websites.

From time to time, we may supplement these Terms & Conditions with additional terms
and conditions. You understand and agree that such additional terms are hereby incorporated
by reference into these Terms & Conditions

3. Restrictions on Use of Materials

Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited
right to access, use and display this Website and the material provided hereon for
your personal, in-house use, provided that you comply fully with the provisions
of these Terms & Conditions.

You agree that this website shall be used for providing information for your company
only, and not as a sub provider for companies other than you.

You acknowledge that this Website contains information, software, photos, video,
text, graphics, music, sounds, questions, creative suggestions, messages, drawings,
articles and other materials (collectively, "Content") that are protected
by copyrights, patents, trademarks, trade secrets and/or other proprietary rights,
and that these rights are valid and protected in all forms, media and technologies
existing now or hereafter developed.

All Content is copyrighted under the United States copyright laws (and, if applicable,
similar foreign laws), and we own a copyright in the selection, coordination, arrangement
and enhancement of such Content.

All trademarks appearing on this Website are trademarks of their respective owners.
EpisodeAlert.com is the trade name and the registered United States trademark and
servicemark of Episode Alert, LLC. Our commercial partners, suppliers, advertisers,
sponsors, licensors, contractors and other third parties may also have additional
proprietary rights in the Content which they make available on this Website.

You may not modify, publish, transmit, distribute, perform, participate in the transfer
or sale, create derivative works of, or in any way exploit, any of the Content,
in whole or in part. When Content is downloaded to your computer, you do not obtain
any ownership interest in such Content.

Modification of the Content or use of the Content for any other purpose, including,
but not limited to, use of any Content in printed form or on any other website or
networked computer environment is strictly prohibited unless you receive our prior
written consent.

4. Becoming a User

You become a user by registering and paying the appropriate fee for the level of
service you request. However, if you do not register and pay the required fee, you
will be precluded from using our Website. You must register in accordance with instructions
that you will find on this Website to obtain information from us to become a licensed,
registered user.

If you elect to become registered to use all aspects of our Website, you agree to
provide us with true, accurate and complete information about yourself ("Registered
User Data"), and to maintain and promptly update the Registered User Data to
keep it accurate.

Without limiting any other provision of these Terms & Conditions, if you provide
any information that is untrue, inaccurate, or incomplete, or we have reasonable
grounds to suspect that such is the case, we reserve the right to suspend or terminate
your user account and refuse future use of our Website (or any portion thereof).

You agree not to assign, transfer or sublicense your rights as a registered user
of this Website. Any such assignment, transfer or sublicense of your rights shall
be an event authorizing us to terminate your use of the website.

Delivery of the product services will be available upon checking to see that the
credentials you have entered are valid. This process generally takes a few minutes,
but can take up to 12 hours, depending on circumstances. You are able to cancel
your subscription to this service at any time by going to Your Account and clicking
on "Cancel". You will be without right to refund for current billing period of service only.

Once you have received a confirmation email, please print this off as this will
be your receipt for your credit card charge.

5. Privacy and Security

The privacy and security of user information transmitted via this Web site is of
paramount importance to EA. EA’s websites employ security measures in connection
with the transmission of confidential information to secure areas of each website.
We encourage users to review our Privacy Policy for details concerning Episode Alert,
LLC’s practices with respect to the collection, use, and disclosure of information
obtained from users via this Web site.

6. Standards and Conduct Guidelines

You acknowledge that all Content and all information and other materials uploaded,
posted, emailed, or otherwise transmitted to or on this Website by you, (collectively,
the "Uploads"), are the sole responsibility of you.

Any information produced by Episode Alert, LLC, from the Uploads which are in error
as a result of the failure of the Upload to contain the correct information shall
be the sole responsibility of you. This means that you are entirely responsible
for all Uploads that you post, email or otherwise transmit to this Website. Under
no circumstances will we be liable in any way for any Uploads.

You acknowledge that all Content and all information and other materials downloaded,
posted, emailed or otherwise transmitted to you from this Website, (collectively,
the “Downloads”) are the result of submitting your Uploads to Medicare, receiving
their information and developing reports to provide you their information.

Episode Alert, LLC, shall not be responsible for any failure of accuracy of the
Downloads due to either failure of the Uploads to contain accurate information or
failure of Medicare to properly respond to the information. Episode Alert, LLC,
shall only be responsible for failure of our software to properly extract the information
from the Medicare postings.

Forge headers or otherwise manipulate identifiers in order to disguise the origin
of any Uploads or other materials transmitted to or through this Website;

Upload, post, email or otherwise transmit any Uploads or other materials that you
do not have a right to upload, post, email or otherwise transmit under any law or
under contractual or fiduciary relationships.

Upload, post, email or otherwise transmit any Uploads or other materials that contain
software viruses or any other computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer software or hardware or telecommunications
equipment;

Interfere with or disrupt this Website or servers or networks connected to this
Website, or disobey any requirements, procedures, policies or regulations of networks
connected to the Website;

Intentionally or unintentionally violate any applicable local, state, national or
international law, including, but not limited to, any regulations having the force
of law;

Your privilege to use this Website depends on your compliance with the standards
and conduct guidelines set forth above. We may revoke your privileges to use all
or a portion of this Website and/or take any other appropriate measures to enforce
these standards and conduct guidelines if we, in our sole discretion, believe a
violation has occurred on your part.

Further, if you fail to adhere to our standards and conduct guidelines, we may terminate,
in our sole discretion, your use of, or participation in this Website. Any termination
for breach of these conditions of use of the Website shall be without right to refund
of current billing period fee paid. You must cancel all future payments by canceling your
account on www.episodealert.com.

7. Third Party Products and Services

Through our Website, you may have the opportunity to obtain more information regarding
certain content, products or services sold through a person or company other than
us ("Third Party Sellers"). All matters concerning the services, merchandise
and other products you desire from the Third Party Sellers, including, but not limited
to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery,
are solely between you and the Third Party Sellers.

We make no warranties or representations whatsoever with regard to any services,
merchandise and other products provided by the Third Party Sellers. You will not
consider us (and we will not be construed as) a party to such transactions, whether
or not we may receive some form of remuneration in connection with such transactions,
and we will not be liable to you for any costs or damages arising out of, either
directly or indirectly, you or any other person involved or related to a Third Party
Sellers transaction.

8. Disclaimers of Warranties

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS ON THIS WEBSITE ARE PROVIDED "AS
IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
OF ABSOLUTE RELIABILITY FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY,
ACCURACY OR NON-INFRINGEMENT.

NEITHER EPISODE ALERT, LLC, NOR ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE
LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR
ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT
DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY PRODUCT, OFFERING, CONTENT AND MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL.

NEITHER EPISODE ALERT, LLC, NOR ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE
LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT
AND MATERIALS IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY,
OR OTHERWISE EXCEPT TO THE EXTENT SUCH FAILURE IS DETERMINED TO BE SOLELY CAUSED
BY A FAILURE OF OUR SOFTWARE.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL
OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN
THESE TERMS & CONDITIONS.

9. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING
FROM,

THE USE OR THE INABILITY TO USE THE EPISODE ALERT, LLC WEBSITES;

THE USE OF ANY CONTENT OR OTHER MATERIAL ON THE EPISODE ALERT, LLC, SITES OR ANY
WEBSITE OR WEBSITES LINKED TO THE EPISODE ALERT, LLC, SITES,

ERRORS AND OMISSIONS (IT IS YOUR RESPONSIBILITY TO VERIFY ALL RESULTS) RISING OUT
OF DATA INPUT OR PROGRAMMING

THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS,
DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS
ENTERED INTO THROUGH OR FROM THIS WEBSITE;

UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE;

ANY OTHER MATTER RELATING TO OUR WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY
TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT
(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT CURRENTLY
PAID BY YOU, IF ANY, FOR ACCESSING OUR WEBSITE. IF YOU ARE DISSATISFIED WITH ANY
PORTION OF OUR WEBSITE, OR WITH ANY OF THESE TERMS & CONDITIONS, YOUR SOLE AND
EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE.

10. Indemnification

You agree to indemnify, hold harmless and, at our option, defend Episode Alert,
LLC and our affiliates, and our and their officers, directors, employees, stockholders,
agents and representatives from any and all third party claims, liability, damages
and/or costs (including, but not limited to, reasonable attorneys fees and expenses)
arising from your improper use of this Website or our products or offerings, your
violation of these Terms & Conditions, or your infringement, or the infringement
or use by any other user of your account, of any intellectual property or other
right of any person or entity.

11. Governing Law and Choice of Forum

These Terms & Conditions shall be governed by and construed in accordance with
the laws of the State of Florida, without giving effect to any principles of conflicts
of law. You agree that any action at law or in equity arising out of or relating
to your use of this Website or these Terms & Conditions shall be filed only
in the state or federal courts located in Palm Beach County, Florida and you hereby
consent and submit to the personal jurisdiction of such courts for the purposes
of litigating any such action.

12. Miscellaneous Terms

In any action against us arising from the use of this Website, the prevailing party
shall be entitled to recover all legal expenses incurred in connection with the
action, including but not limited to its costs, both taxable and non-taxable, and
reasonable attorney's fees.

If any provision of these terms shall be unlawful, void, or for any reason unenforceable,
then that provision shall be deemed severable from these terms and shall not affect
the validity and enforceability of any remaining provisions.

These Terms & Conditions, together with the HIPAA Business Agreement and the
Privacy Policy, are the entire agreement between you and us relating to the subject
matter herein. In the event of any conflict between these Terms & Conditions
and the Privacy Policy, the Privacy Policy shall control. These Terms & Conditions
may be modified only by our posting of changes to these Terms & Conditions on
this Website, or by written agreement of both parties. Each time you access this
Website, you will be deemed to have accepted any such changes.

We may assign our rights and obligations under these Terms & Conditions. These
Terms & Conditions will inure to the benefit of our successors, assigns and
licensees.

The failure of either party to insist upon or enforce the strict performance of
the other party with respect to any provision of these Terms & Conditions, or
to exercise any right under the Terms & Conditions, will not be construed as
a waiver or relinquishment to any extent of such party's right to assert or rely
upon any such provision or right in that or any other instance; rather, the same
will be and remain in full force and effect.

About Episode Alert

Episode Alert was created specifically for the health care industry, designed to
deliver cost-effective increased efficiencies, to every size Medicare provider organization.